Cephalon Signs Option Agreement to Acquire Ception Therapeutics

Cephalon , Inc. and Ception Therapeutics , Inc. have announced that the companies have signed an agreement providing Cephalon with an option to purchase all outstanding capital stock of Ception. Under the terms of the option agreement, Cephalon will pay Ception a $100 million upfront option payment.

Ception's lead product is reslizumab. Reslizumab is a humanized monoclonal antibody (mAb) against interleukin-5 (IL-5) currently in a Phase IIb/III clinical trial for the treatment of pediatric eosinophilic esophagitis (EE) and in a Phase II clinical trial for the treatment of eosinophilic asthma in adults. Ception also has an established program to discover small molecule, orally-active, anti-TNF (tumor necrosis factor) receptor agents.

Cephalon may exercise its option at any time prior to expiration of a specified period after receipt of the final study report for the pediatric EE clinical trial. If Cephalon exercises its option, the company will purchase all of the outstanding capital stock of Ception for $250 million. Ception shareholders could receive additional payments related to clinical and regulatory milestones.

"This deal builds on our heritage as a biotech company and creates the opportunity for Cephalon to introduce its first biologic into the market," said Frank Baldino, Jr., Ph.D. chairman and CEO of Cephalon. "The addition of biologics, which have a longer commercial life, will add higher value products to our portfolio. Strategically the agreement aligns with our development of products that address patient need, which are first-in-class and focus on specialty pharmaceutical markets."